TERMS OF SERVICE

(a) License. Subject to the terms and conditions of this Agreement and Customer’s payment of the Fees (as defined below), Company grants to Customer a worldwide, non-exclusive, non-transferable (except in connection with a permitted assignment of this Agreement), non-sublicensable, revocable (for breach of Section 4 or other material breach) right and license to access and use MADTECH.AI during the term of this Agreement solely for Customer’s internal business purposes and solely for the purposes described on the applicable Order Form. Customer shall comply with all user or administrative requirements and restrictions applicable to MADTECH.AI, including any guidelines or end user documentation provided by Company or on the platform, or provided in this Agreement. Company reserves the right to modify, update, or enhance MADTECH.AI and the Services at its discretion, provided that such changes do not result in a material degradation of the core functionality subscribed to by Customer.

(b) Services. Company shall perform the professional services (“Services”) as set forth in one or more Order Forms. Either party may request changes to a Order Form at any time in writing with sufficient detail to enable the other party to assess the impact of the requested change. Upon receipt of a request for any changes to a Order Form, the receiving party shall set forth in writing within ten business days of such request any changes to the services, products, processes or costs necessary to implement such changes. All changes must be mutually agreed to in writing by both parties. Until a change is agreed to in writing by both parties, the existing terms of the Order Form shall apply. Nothing in this Agreement or Order Form shall be deemed as an obligation on Company to accept any requested changes.

(c) Cooperation. Customer shall provide all information reasonably requested by Company, respond timely to inquiries, and promptly review deliverables. Company may extend delivery schedules or modify scope if Customer fails to cooperate. Customer is responsible for all materials and information provided to Company. Company may rely on Customer’s decisions and approvals and shall not be liable for relying on Customer’s instructions.

(a) Fees. Customer agrees to pay all fees set forth on each Order Form, including any additional monies owing in accordance with an increase in Customer’s MADTECH.AI usage level, if applicable (collectively, “Fees”). Company will obtain prior written approval from Customer, where commercially reasonable, before negotiating a third-party vendor service. When engaging third-party vendors who provide shared services, Company shall bill only Customer’s attributable portion without markup. Customer will reimburse Company for reasonable out-of-pocket expenses, including travel actually incurred by Company; provided Customer pre-approves such expenses in writing (“Expenses”). Invoices sent via electronic transmission to Customer are deemed to be received on the date of such transmission. Invoices are due upon receipt by Customer. Disputes must be raised in writing within fifteen days; undisputed amounts remain due. Overdue Fees (beyond thirty (30) days) accrue interest at 1.5% monthly or the maximum lawful rate, whichever is less. Customer is responsible for collection costs and attorneys’ fees. A 3% credit card processing fee shall apply to any payment made by Customer on a credit card.

(b) Taxes. All Fees are exclusive of any sales, transfer, value-added, goods or services tax, tariff or similar tax (including any such taxes that are required to be withheld) imposed against or on the Services or licensed software provided hereunder (“Sales Taxes”), and such Sales Taxes will be separately stated on the invoice. Customer shall either pay Sales Taxes to Company for remittance to authorities or provide proof of exemption. Customer is not responsible for Company’s income or gross receipts taxes. Customer agrees to indemnify Company against any such taxes and related penalties and interest which may be levied or imposed (see Section 13(b)). All payments made by Customer to Company under this Agreement shall be made free and clear of any deduction or withholding. If Customer is required by law to make any such deduction or withholding, Customer shall pay such additional amount as is necessary to ensure that the net amount received by Company after such deduction or withholding equals the full amount invoiced

(c) Suspension. If Customer fails to pay any invoice when due, Company may, after providing a seven day cure period to Customer, suspend provision of and Customer’s access to MADTECH.AI and any Services provided hereunder until all outstanding invoices have been paid in full.

(d) Audit. Audit. During the term of this Agreement and for two years thereafter, Customer shall maintain complete and accurate records containing sufficient information to permit Company and its representatives to confirm Customer’s compliance with the Agreement, including, without limitation, the number of authorized users who have accessed or are accessing MADTECH.AI. Upon Company’s reasonable request, Customer shall make available to Company or its appointed agent such records for inspection during normal business hours. In addition to any other remedies available to Company, in the event the number of Customer’s authorized users exceeds the number set forth in the Order Form, Customer agrees that it is liable for, and shall immediately pay, Company for each additional user who has accessed MADTECH.AI.

All use of MADTECH.AI requires a login using an authorized user ID created by Company. Customer shall not permit any party other than Customer’s employees (including 1099 consultants that operate like employees) or Customer clients that have agreed to the terms of this Agreement, to use a user ID without Company’s prior written consent. Authorized user IDs shall be assigned to a unique individual and may not be shared. All credentials shall be safeguarded at all times. Customer acknowledges that Company may monitor log-on times, locations, and usage for compliance purposes. Customer shall be responsible for all use of MADTECH.AI from its networks or under any user IDs, whether or not Customer authorized the particular use or user, and for any losses resulting from stolen or lost passwords. Customer shall immediately notify Company of any violations and shall be liable for any breach by any authorized user. Company may suspend Customer’s access at any time without notice if Company believes Customer is in violation of this Agreement and may remove any Customer Content that violates applicable law, third-party rights, or this Agreement.

Customer shall not directly or indirectly do any of the following:(a) use any persons, means, devices or arrangements to commit fraud in connection with or through its use of MADTECH.AI; (b) exceed its permitted access to MADTECH.AI; (c) interfere with other MADTECH.AI users or falsify or manipulate results or information generated or collected in connection with MADTECH.AI; (d) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit MADTECH.AI in the operation of a service bureau or otherwise for the benefit of any other person or entity; (e) reverse engineer, decompile, translate, adapt, disassemble or otherwise attempt to discover the object code, source code, non-public APIs or algorithms underlying or associated with MADTECH.AI; (f) access MADTECH.AI in order to (i) build a competitive product or service for their own use or the use of third parties or (ii) copy, modify, alter, translate or make derivative works of MADTECH.AI or any ideas, features, functions or graphics thereof; (g) remove, modify, destroy, or obscure any copyright, trademark or patent notices that appear on MADTECH.AI or its output; (h) use MADTECH.AI to violate any law, statute, ordinance or regulation, or for the purpose of infringing or otherwise violating the intellectual property or other proprietary rights of any person; or (i) remove or export from the United States or allow the export or reexport of the Services, or any direct product thereof in violation of any restrictions, laws or regulations of any United States or foreign agency or authority.

(a) MADTECH.AI is dependent upon services and data provided by third parties, including without limitation ad tech and media providers, and other third parties not controlled by Company. Customer must enable access to websites/platforms and/or access to content, data, information, or services of such third parties for use in connection with MADTECH.AI (such websites / platforms (collectively, “Linked Platforms”) and such content, data, information, or services made available by or on behalf of Customer (collectively, “Customer Content”). Customer Content includes, without limitation, any data sourced from Customer’s online accounts with third parties, including advertising platforms, analytics services, social media accounts, and any other third-party services to which Customer provides Company access. Customer acknowledges and agrees that (a) its use of Customer Content may be subject to terms and conditions made applicable to such Customer Content by the source thereof and it is Customer’s responsibility to review and comply with any such terms and conditions, and (b) Customer shall be solely responsible for ensuring that it has obtained, on its behalf and for purposes of this Agreement, the appropriate rights to the Linked Platforms for Company to provide MADTECH.AI and any Services. Customer shall make best efforts to notify Company in writing as soon as possible, but no later than seven days regarding any changes to the Linked Platforms or Customer Content that may have a material impact on MADTECH.AI or any Services. Customer should refer to the separate terms of use, privacy policies, and other rules posted on Linked Platforms before enabling and/or authorizing such use. Customer bears all risk associated with the use of, or reliance upon, the Customer Content, Linked Platforms and Customer’s correspondence or business dealings with entities other than Company. Company shall not be liable for the accuracy, completeness, legality, reliability, or suitability of the Customer Content or the acts or omissions of such Linked Platforms, including the failure of the services of such third parties to operate as intended or the accuracy of any information provided by such third parties. Without limiting the foregoing, Company shall have no liability whatsoever for any claims, losses, or damages arising from or related to Customer Content, including any data sourced from Customer’s online accounts with third parties, regardless of the theory of liability

(b) Company shall not be responsible for: (i) any changes, interruptions, or discontinuation of any Linked Platform; (ii) the accuracy, security, or availability of data from Linked Platforms; or (iii) Customer’s failure to maintain necessary access rights or API connections to Linked Platforms. If a Linked Platform becomes unavailable for more than thirty (30) consecutive days through no fault of Company, Company may suspend that portion of the Services dependent on such Linked Platform without liability.

(c) Third-Party Licensed Data. Company may license data from third-party providers to provide the Services and MADTECH.AI to Customer (“Third-Party Licensed Data”). Customer acknowledges and agrees that: (i) Company does not independently verify, and makes no representations or warranties regarding, the accuracy, completeness, reliability, legality, or fitness for any particular purpose of any Third-Party Licensed Data; (ii) Third-Party Licensed Data is provided “AS IS” and “AS AVAILABLE” without warranty of any kind; and (iii) Company shall have no liability whatsoever for any inaccuracies, errors, omissions, or legal defects in Third-Party Licensed Data, or for any claims, losses, or damages arising from Customer’s use of or reliance upon such data; and (iv) Customer shall comply with any terms from the provider of Third-Party Licensed Data that Company provides to Customer in writing. Company reserves the right to change, substitute, or discontinue any Third-Party Licensed Data source at any time without liability to Customer.

(a) Term. This Agreement shall commence on the Effective Date and shall continue until the date that is 90 days after all Order Forms have expired or terminated. Each Order Form executed under this Agreement may specify its own term and renewal provisions. Unless otherwise stated in the applicable Order Form, each Order Form shall automatically renew for successive renewal terms (each a “Subsequent Term”) of equal duration unless either party provides written notice of non-renewal and termination (without assigning any reason) at least sixty (60) days prior to the end of the then-current term (Termination without Cause), unless otherwise specifically provided for differently in an Order Form.

(b) Termination for Cause. Either party may terminate this Agreement immediately if (i) the other party is in material breach of any of the terms or conditions set forth in this Agreement and has not cured such breach within said thirty (30) day period; or (ii) a party becomes insolvent, makes an assignment for the benefit of creditors, or is the subject of bankruptcy or similar proceedings. In addition, Company may terminate this Agreement immediately upon written notice (or, at its discretion, suspend access pending investigation for up to ten (10) business days) if Company reasonably determines that: (i) Customer’s use of MADTECH.AI poses a security risk to Company’s systems or other customers; (ii) Customer’s use violates Section 4, applicable law or third-party rights; or (iii) such termination is necessary to avoid potential harm or liability to Company or comply with law or court order. In such an event, Company shall make commercially reasonable efforts under the circumstances to provide Customer with notice of such termination.

(c) Effect of Termination. Upon any expiration or termination of this Agreement, Customer will immediately cease all use of MADTECH.AI and any related Services. Any outstanding invoice shall be immediately paid by Customer. The provisions of Sections 2(b), 2(d), 3, 4, 6(c), 7, 11, 12, 13 and 14 shall survive the termination of this Agreement for any reason. Notwithstanding termination, Company shall retain the right to continue using any de-identified, anonymized, or aggregated data, and any trained machine learning models that incorporate learnings from Customer Content, in perpetuity. Upon receipt of a written request from Customer within thirty (30) days of the effective date of such termination, Company shall provide an export of

Customer Content in a generic format (such as CSV) without any tools or features from MADTECH.AI.

(a) Company. As between Company and Customer, Company owns, and shall at all times continue to own, any and all intellectual property rights in and to MADTECH.AI, and its code and algorithms including without limitation all related patents, copyrights, trademarks, trade secrets, and other proprietary rights, however arising and whether now known or hereafter created and all portions of the Services, including any and all modifications, enhancements, and derivative works thereof. Customer acknowledges and agrees that Customer does not acquire any interest in MADTECH.AI by virtue of this Agreement, except for the limited license expressly granted herein. All rights not specifically granted to Customer in this Agreement are retained by Company. Company shall own all rights, title, and interest in and to any statistical, usage, and telemetry data derived from the operation of MADTECH.AI (“Usage Data”). Company may use Usage Data for any business purpose, including product improvement, benchmarking, and development of new services.

(b) Customer. As between Company and Customer, Customer owns, and shall at all times continue to own, any and all intellectual property rights in and to all Customer Content. Customer grants to Company a worldwide, non-exclusive, royalty-free, fully paid-up, transferable (in connection with a permitted assignment of this Agreement), sublicensable (to Company’s employees, contractors, and affiliates involved in providing and improving MADTECH.AI) right and license to: (i) access and use the Customer Content for the purpose of providing MADTECH.AI; (ii) create derivative works, aggregations, and analyses of the Customer Content; and (iii) use Customer Content, including in de-identified, anonymized, or aggregated form, to train, develop, improve, and enhance MADTECH.AI’s machine learning models, algorithms, and artificial intelligence capabilities, and to create and commercialize new products and services. Customer acknowledges and agrees that Customer is solely responsible for the nature and contents of the Customer Content and it shall be Customer’s sole responsibility to obtain any and all rights and permissions that may be needed from third parties for Company’s use of the Customer Content as contemplated herein, including for AI/ML training purposes. Company shall have no responsibility or liability whatsoever to any person or entity with respect to the Customer Content.

(c) Feedback. Customer may from time to time provide suggestions, comments for enhancements or functionality or other feedback (“Feedback”) to Company. Company shall have full discretion to determine whether to proceed with the development of the requested enhancements, new features or functionality. Customer grants to Company a royalty-free, fully paid up, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use, copy, modify, and create derivative works of the Feedback for any purpose, including to develop, market, and enhance its products and services.

Both parties will comply with all applicable data protection and privacy laws. Company certifies it is a Service Provider under the CCPA (or processor under other data protection laws) with respect to Customer Personal Information that is processed solely to provide MADTECH.AI to Customer, and agrees to: (i) not sell or share Customer Personal Information except as permitted by law or this Agreement; (ii) delete Customer Personal Information upon Customer’s written notice, subject to Company’s right to retain de-identified, anonymized, or aggregated data and any data incorporated into trained machine learning models; (iii) comply with applicable data protection laws; (iv) notify Customer if Company determines it cannot meet its data protection law obligations; and (v) assist Customer with consumer rights requests. The parties agree to be bound by the terms of the Data Processing Addendum (“DPA”) available at madtech.ai/dpa and incorporated in this Agreement by reference. Company reserves the right to update the DPA from time to time to comply with applicable data protection laws. Notwithstanding anything to the contrary, Customer acknowledges and agrees that Company’s use of de-identified, anonymized, or aggregated Customer data for AI/ML training, product improvement, and analytics purposes is a permitted business purpose under this Agreement and applicable law.

Each party represents and warrants that it has not and will not, directly or indirectly, offer, pay, promise to pay, or authorize the payment of any money or anything of value to any Government Official (as defined under the U.S. Foreign Corrupt Practices Act of 1977, as amended (“FCPA”)) or any other person for the purpose of corruptly influencing any act or decision in violation of the FCPA or any other applicable anti-corruption law. Company shall promptly report to Customer any request or demand for any undue payment or other advantage received in connection with this Agreement. A material breach of this Section 9 shall entitle the non-breaching party to terminate this Agreement immediately upon written notice and pursue all available remedies, including indemnification for any resulting fines, penalties, or third-party claims.

(a) Mutual. Each party represents and warrants that: (i) it has the full right, power and authority to enter into this Agreement and to perform the acts required hereunder; (ii) the execution of this Agreement does not violate any agreement to which it is a party or by which it is bound; and (iii) it is and shall be in compliance with all laws applicable to its performance under this Agreement.

(b) Customer. Customer represents and warrants that: (i) it has all rights and permissions necessary to make use of and store the Customer Content through the use of MADTECH.AI; (ii) it has obtained all necessary consents, authorizations, and legal bases required under applicable law (including data protection laws) to permit Company’s use of Customer Content as contemplated by this Agreement, including for AI/ML training purposes; (iii) Company’s use of Customer Content will not infringe, misappropriate, or otherwise violate the intellectual property rights, contractual rights, or any other proprietary rights of any third party; (iv) the provision and use of Customer Content does not violate any Customer privacy policy, terms of use, or other agreement to which Customer is a party or any law or regulation to which Customer is subject; (v) the Customer Content will not contain any viruses, malware, trojan horses, or other harmful code; (vi) Customer is solely responsible for the results obtained from its use of the Services, for any conclusions or actions drawn or taken based on such results, and for compliance with its applicable professional standards and certifications; (vii) Customer has all rights, permissions, consents, and authorizations necessary to grant Company access to Customer’s online accounts and services with third parties, including without limitation advertising platforms, analytics services, social media accounts, demand-side platforms, and any other third-party platforms or services, and that such access does not violate any terms of service, acceptable use policy, or other agreement between Customer and any such third party; (viii) Customer has all rights, permissions, consents, and authorizations necessary to provide Company with access to and use of Customer’s data (including data sourced from Linked Platforms) for the purposes described in this Agreement, including data analysis, optimization, measurement, and improvement of online advertising; and (ix) Customer shall be solely responsible for ensuring ongoing compliance with the terms of service and policies of all Linked Platforms and third-party services to which Customer provides Company access, and shall promptly notify Company in writing of any changes to such terms that may affect Company’s ability to provide the Services.

(c) Company. Company warrants that (i) it will provide the Services in a professional manner consistent with generally accepted industry standards. MADTECH.AI shall be available as set forth in the Service Level Agreement; and (ii) the source code or object code for MADTECH.AI will not infringe the copyright of any third party or misappropriate a third party’s trade secrets. .

(a) EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT (INCLUDING THE EXHIBITS THERETO), THE SERVICES AND MADTECH.AI ARE PROVIDED TO CUSTOMER WITHOUT WARRANTY AND COMPANY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTY (I) THAT THE CONTENT ACCESSED THROUGH THE USE OF MADTECH.AI WILL BE ACCURATE, COMPLETE, OR WITHOUT ERRORS; THAT MADTECH.AI SHALL OPERATE COMPLETELY ERROR-FREE OR WITHOUT INTERRUPTION; (II) THAT THE FUNCTIONS CONTAINED IN MADTECH.AI OR ANY MATERIALS OR CONTENT CONTAINED THEREIN WILL BE COMPLETELY SECURE; THAT DEFECTS WILL BE CORRECTED; (III) THAT MADTECH.AI OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (IV) OR AS TO NON-INFRINGEMENT, TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF MADTECH.AI OR ANY CONTENT MADE AVAILABLE THROUGH MADTECH.AI; OR (V) AS TO THE ACCURACY, COMPLETENESS, LEGALITY, RELIABILITY, OR SUITABILITY OF ANY DATA OR INFORMATION PROVIDED BY OR SOURCED FROM THIRD PARTIES, INCLUDING WITHOUT LIMITATION THIRD-PARTY LICENSED DATA AND ANY DATA SOURCED FROM CUSTOMER’S ONLINE ACCOUNTS WITH THIRD PARTIES OR LINKED PLATFORMS.

(b) EXCEPT FOR THIRD PARTY CLAIMS ASSERTING DAMAGES SUBJECT TO A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, (I) IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY DAMAGES RESULTING FROM DECISIONS MADE OR ACTIONS TAKEN IN RELIANCE ON MADTECH.AI’S OUTPUTS, LOSS OF DATA, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS, OR INTERRUPTION OF BUSINESS, AND (II) COMPANY’S CUMULATIVE LIABILITY TO CUSTOMER WILL NOT EXCEED THE FEES PAID UNDER THIS AGREEMENT DURING THE MOST RECENT TWELVE (12) MONTH PERIOD. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, COMPANY SHALL HAVE NO LIABILITY WHATSOEVER WITH RESPECT TO: (A) ANY CUSTOMER CONTENT, INCLUDING DATA SOURCED FROM CUSTOMER’S ONLINE ACCOUNTS WITH THIRD PARTIES; (B) ANY THIRD-PARTY LICENSED DATA; (C) ANY ACTS OR OMISSIONS OF LINKED PLATFORMS OR OTHER THIRD-PARTY SERVICE PROVIDERS; OR (D) ANY DECISIONS MADE, ACTIONS TAKEN, OR RESULTS OBTAINED BY CUSTOMER IN RELIANCE ON THE SERVICES OR MADTECH.AI.

(c) CUSTOMER ACKNOWLEDGES THAT MADTECH.AI UTILIZES ARTIFICIAL INTELLIGENCE, MACHINE LEARNING, AND AUTOMATED DECISION-SUPPORT TECHNOLOGIES. OUTPUTS, RECOMMENDATIONS, PREDICTIONS, INSIGHTS, AND DECISIONS GENERATED BY MADTECH.AI ARE PROVIDED FOR INFORMATIONAL AND DECISION-SUPPORT PURPOSES ONLY AND DO NOT CONSTITUTE PROFESSIONAL, LEGAL, FINANCIAL, OR STRATEGIC ADVICE. CUSTOMER IS SOLELY RESPONSIBLE FOR: (I) ALL DECISIONS, ACTIONS, AND BUSINESS OUTCOMES RESULTING FROM ITS USE OF OR RELIANCE ON MADTECH.AI; (II) INDEPENDENTLY EVALUATING AND VERIFYING ANY OUTPUT BEFORE ACTING UPON IT; AND (III) ENSURING THAT ITS USE OF MADTECH.AI COMPLIES WITH ALL APPLICABLE LAWS AND REGULATIONS, INCLUDING THOSE GOVERNING AUTOMATED DECISION-MAKING. COMPANY SHALL HAVE NO LIABILITY FOR ANY DECISION MADE, ACTION TAKEN, OR OUTCOME RESULTING FROM CUSTOMER’S USE OF OR RELIANCE ON MADTECH.AI’S OUTPUTS, RECOMMENDATIONS, OR DECISION-SUPPORT FEATURES.

(d) CUSTOMER FURTHER ACKNOWLEDGES THAT: (A) ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING TECHNOLOGIES MAY PRODUCE INACCURATE, INCOMPLETE, OR BIASED RESULTS; (B) THE QUALITY OF OUTPUTS DEPENDS SIGNIFICANTLY ON THE QUALITY OF INPUT DATA PROVIDED BY CUSTOMER; (C) COMPANY DOES NOT WARRANT THAT MADTECH.AI’S OUTPUTS WILL BE ERROR-FREE, ACCURATE, OR SUITABLE FOR ANY PARTICULAR PURPOSE; AND (D) CUSTOMER ASSUMES ALL RISK ASSOCIATED WITH THE INTERPRETATION AND APPLICATION OF MADTECH.AI’S OUTPUTS IN ITS BUSINESS OPERATIONS.

(e) Third Party Services. MADTECH.AI may be dependent upon the products and services of third parties, including without limitation data providers, advertising platforms, analytics services, and other technology providers. Company shall not be liable for the acts or omissions of such third parties, including the failure of the products or services of such third parties to operate as intended, or the accuracy, completeness, or legality of any data or information provided by such third parties. Company makes no representations or warranties regarding, and assumes no liability for, any third-party products, services, or data, and Customer’s sole recourse for any claims relating to third-party products, services, or data shall be against the applicable third party.

(f) Remedy for Service Availability and Performance. The service level commitments in the Service Level Agreement, including uptime targets, are operational objectives, not warranties. Notwithstanding anything contained herein, in the event of a failure to meet such commitments, the Customer’s sole and exclusive remedy shall be the service credits as expressly set forth in the Service Level Agreement.

(a) Confidential Information. During the course of performance under this Agreement, each party may receive Confidential Information of the other. As used in this Agreement, “Confidential Information” means any information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”) that is either marked as confidential or proprietary, identified in writing as confidential within thirty (30) days of disclosure, or which would be apparent to a reasonable person to be of a confidential nature. Confidential Information of the Company shall include, without limitation, the MADTECH.AI platform, its source code, object code, features, functionality, performance, the Services, know-how, documentation, product roadmaps, pricing, business and marketing plans, trained machine learning models, AI algorithms, and the terms and conditions of this Agreement. The Receiving Party shall not (i) use any Confidential Information except for the exercise of its rights and performance of its obligations under this Agreement, or (ii) disclose any Confidential Information except as set forth below. Notwithstanding the foregoing, de-identified, anonymized, or aggregated data derived from Customer Content shall not be deemed Customer’s Confidential Information.

(b) Exceptions. The obligations specified in this Section shall not apply with respect to information that the Receiving Party can establish: (i) was already in the Receiving Party’s possession prior to disclosure hereunder, as evidenced by its records kept in the ordinary course; (ii) is or becomes available to the public through no wrongful act of the Receiving Party; (iii) is received, without restriction on further disclosure, by the Receiving Party from a third party having no duty of confidentiality with respect to such information whether to the Disclosing Party or to another party, and having the legal right to disclose such information; (iv) has been developed by or for the Receiving Party independently by persons having no access to or reliance on the Confidential Information of the Disclosing Party, as evidenced by the Receiving Party’s records kept in the ordinary course; or (v) the Receiving Party has been explicitly allowed to disclose, by the Disclosing Party.

(c) Permitted Disclosures. The Receiving Party may disclose the Disclosing Party’s Confidential Information only to the Receiving Party’s employees, consultants, representatives and agents having a need to know such Confidential Information in furtherance of performance of this Agreement provided that such individuals are bound by written confidentiality obligations no less protective than those herein and have been advised of the confidential nature of the information. The Receiving Party shall be responsible for any breach of confidentiality by such persons. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information if legally compelled by an order, subpoena, or request of a court or governmental authority having jurisdiction, provided that, to the extent legally permissible, the Receiving Party gives prompt written notice to the Disclosing Party prior to such disclosure and cooperates with the Disclosing Party’s reasonable efforts to limit or oppose the disclosure.

(d) Standard of Care. Standard of Care. The Receiving Party agrees to use the same degree of care as it uses to protect its own proprietary and confidential information (but not less than a reasonable degree of care), hold all Confidential Information in strict confidence, and not use such Confidential Information for any purposes other than those authorized by this Agreement.

(e) Remedies for Breach. Remedies for Breach. The Receiving Party acknowledges that breach of its obligation of confidentiality may cause irreparable harm to the Disclosing Party for which the Disclosing Party shall be entitled to seek injunctive relief from a court of competent jurisdiction in addition to any other remedy that may be available at law or in equity.

(a) Company agrees to indemnify, defend and hold harmless Customer, its affiliates and their respective officers, directors, and employees from and against any and all liability, claims, causes of action, suits, damages and expenses, including reasonable attorneys’ fees and costs (collectively, “Losses”) to the extent that such Losses are based upon any third party claim that (i) the MADTECH.AI platform source code directly infringes upon any valid and enforceable third-party intellectual property rights or (ii) Company has violated any applicable laws. Notwithstanding the foregoing, Company shall have no indemnification obligation whatsoever with respect to any claims arising from or related to (x) any Customer Content or output, (y) the combination or use of MADTECH.AI with any other software, products, hardware, materials, and/or processes not provided by Company or (z) the use of MADTECH.AI in a manner not expressly authorized hereunder or in a manner inconsistent with the documentation mes, or in Company’s opinion may become, subject to a third-party claim that would be indemnifiable pursuant to this section, Company may at its option and at its own expense: (1) procure for Customer the right to continue using MADTECH.AI; (2) replace MADTECH.AI or the relevant portion thereof with a functionally equivalent non-infringing service; or (3) modify MADTECH.AI so it becomes non-infringing while remaining functionally equivalent. If Company, in its sole discretion, determines that (1)-(3) are not reasonably practicable, Company may terminate the Agreement and refund a pro-rated portion of the fees paid by Customer under this Agreement for its use of MADTECH.AI during the remainder of the then-current term. THIS SECTION SETS FORTH COMPANY’S SOLE LIABILITY, AND CUSTOMER’S EXCLUSIVE REMEDY, FOR INTELLECTUAL PROPERTY INFRINGEMENT.

(b) Customer. Except to the extent any Losses are the sole and direct result of Company’s gross negligence or willful misconduct, Customer agrees to indemnify, defend and hold harmless Company, its affiliates and their respective officers, directors, and employees from and against any and all Losses to the extent that such is based upon any third party claim in connection with: (i) the use of MADTECH.AI, including any decisions made or actions taken based on MADTECH.AI’s outputs; (ii) the nature, content, or use of any Customer Content (including Company’s use thereof to provide MADTECH.AI or train machine learning models), including without limitation any data sourced from Customer’s online accounts with third parties; (iii) claims from Linked Platforms or any third-party service to which Customer provided Company access; (iv) Customer’s failure to obtain necessary rights, consents, or authorizations for Company’s use of Customer Content as contemplated by this Agreement; (v) any violation by Customer of the terms of service, acceptable use policies, or other agreements governing Customer’s online accounts with third parties or Linked Platforms; (vi) any claims by third parties arising from or related to data provided by Customer, including claims alleging that such data was collected, used, or shared without proper authorization or in violation of applicable law; or (vii) any breach by Customer of its representations and warranties under Section 10(b). Customer also agrees to indemnify for taxes (see Section 2(b)). For the avoidance of doubt, Customer’s indemnification obligations under this Section 13(b) shall not be subject to any liability cap set forth in this Agreement

(c) Process. The indemnifying party’s obligations are conditioned upon the indemnified party: (i) giving the indemnifying party prompt written notice of any claim, action, suit or proceeding for which the indemnified party is seeking indemnity (provided, however, that a failure to promptly provide such written notice will not release the indemnifying party from its obligations to indemnify the indemnified party, except to the extent the indemnifying party’s rights or ability to defend such claim are prejudiced by such failure; (ii) granting complete control of the defense and settlement to the indemnifying party; and (iii) fully cooperating with the indemnifying party in defense and settlement of such claim, at the indemnifying party’s sole cost and expense. The indemnified party may participate in any action with counsel of its own choosing, at its own expense. The indemnifying party will not acquiesce to any judgment or enter into any settlement without the prior written consent of the other party (not to be unreasonably withheld, conditioned or delayed) unless it secures a full and final release of all claims against the indemnified party.

(a) This Agreement constitutes the entire agreement between the parties regarding its subject matter, superseding all prior agreements and discussions. In the event of any conflict or inconsistency between the terms of this Agreement and the terms of any Order Form, the terms of this Agreement shall prevail and govern. However, the terms of an Order Form shall prevail over this Agreement solely with respect to the following, but only for that specific Order Form: (i) the description of the Services or scope of the MADTECH.AI license; (ii) the applicable Fees and payment schedule; and (iii) the Initial Term.

(b) This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, and, subject to subsection (c) below, each party irrevocably submits to the exclusive jurisdiction of such courts in any such claim, suit, action or proceeding and waives any objection based on improper venue or forum non conveniens.

(c) Any disputes arising from this Agreement shall first be subject to a two-hour discussion call between the parties and one representative each. If unresolved, the dispute shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, governed by Florida law and conducted in Pinellas County, Florida. Discovery is limited to relevant documents upon written request. Hearings will be in-person, held within ninety (90) days of filing, with awards rendered within one hundred twenty (120) days. Arbitrators cannot award punitive or consequential damages (unless statutorily required) and can allocate arbitration costs, but attorneys’ fees only if permitted by law. Awards must include a reasoned opinion. Neither party nor an arbitrator may disclose arbitration details without prior written consent, except as required by law. Notwithstanding arbitration, either party may seek immediate injunctive relief or resolve disputes involving less than $25,000 in damages (including fees) in Pinellas County, Florida courts.

(d) Each party to this Agreement is an independent contractor, and this Agreement does not create a partnership, franchise, joint venture, agency, or fiduciary relationship between the parties.

(e) This Agreement is the result of negotiation and shall not be construed against either party. Headings are for convenience only and do not affect interpretation. Any failure or delay to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision. This Agreement may not be amended, nor any obligation waived, except by a writing signed by both parties hereto. Any provision of this Agreement that is held illegal, invalid, or unenforceable, it shall be deemed separate and ineffective only to that extent, without invalidating remaining provisions or affecting its enforceability in other jurisdictions.

(f) Except for payment obligations, neither party shall be in breach of this Agreement or responsible for damages if a delay or failure to perform its obligations hereunder is due to events beyond the party’s reasonable control, including but not limited to, acts of God, war, terrorism, pandemics, government actions, civil disorder, strikes, cyber-attacks, or failures of public carriers or the internet. Customer acknowledges that Company does not and cannot control the flow of data to or from all servers, networks, service providers and other portions of the Internet and that at times, actions or inactions of such third parties can impair or disrupt MADTECH.AI. Company will use commercially reasonable efforts to remedy and avoid such events but cannot make any guarantee that such events will not occur and shall not be responsible for any impairment or disruption of MADTECH.AI resulting from any such events.

(g) Company may identify Customer as a customer of Company in Company’s promotional materials, marketing materials, website, and client lists, and presentations by using Customer name, trademarks or logos. Company may submit publicly released Customer work in industry shows and may use such publicly released work in its portfolio. Any press release or detailed case study referencing Customer shall require Customer’s prior written approval, and Customer agrees that such consent shall not be unreasonably withheld, conditioned, or delayed.

(h) This Agreement and the rights granted hereunder are not transferable or assignable by the Customer, without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned, or delayed). Company may engage subcontractors and assign the Agreement, in the performance of its duties herein, without the Customer’s consent, provided that, Company shall remain responsible for such subcontractors pursuant to the terms of this Agreement and that the Company notifies the Customer of such assignment, within thirty (30) days. Except as otherwise expressly provided herein, this Agreement is binding upon and shall inure to the benefit of the parties and their permitted successors and assigns.

(i) Notices to be given or submitted by either party to the other pursuant to this Agreement shall be in writing and directed to the addresses set forth in the Order Form and shall be deemed to have been given: (x) when delivered by hand (with written confirmation of receipt); or (y) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested) or by certified or registered mail, return receipt requested, postage prepaid.